As filed with the Securities and Exchange Commission
on June 21, 1995
REGISTRATION NO. 33-56893
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RESIDENTIAL ASSET SECURITIES CORPORATION
(Exact name of registrant as specified in governing instruments)
Delaware
(State of Incorporation)
51-0362653
(I.R.S. Employer Identification Number)
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
(612) 832-7000
(Address and telephone number of Registrant's
principal executive offices)
Keenan W. Dammen, President
Residential Asset Securities Corporation
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
(612) 832-7000
(Name, address and telephone number of agent for service)
Copies to:
Stephen S. Kudenholdt, Esq. Robert L. Schwartz, Esq.
Paul D. Tvetenstrand, Esq. GMAC Mortgage Corporation
Thacher Proffitt & Wood 3031 West Grand Boulevard
Two World Trade Center Detroit, Michigan 48232
New york, New York 10048
Katharine I. Crost, Esq.
Orrick, Herrington & Sutcliffe
1285 Avenue of the Americas
New York, New York 10019
Approximate date of commencement of proposed sale to
the public: From time to time on or after
the effective date of this Registration Statement.
If the only securities being registered on this Form
are being offered pursuant to dividend
or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this
Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities
offered only in connection with dividend or interest plans,
please check the following box. [X]
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Other Expenses of Issuance and Distribution (Item 14 of Form
S-3).
The expenses expected to be incurred in connection with the
issuance and distribution of the
Certificates being registered, other than underwriting
compensation, are as set forth below. All
such expenses, except for the filing fee, are estimated.
Filing Fee for Registration Statement*. . . . . . $ 689,660
Legal Fees and Expenses . . . . . . . . . . . . . 1,780,000
Accounting Fees and Expenses. . . . . . . . . . . 625,000
Trustee's Fees and Expenses
(including counsel fees) . . . . . . . . . . 300,000
Blue Sky Fees and Expenses. . . . . . . . . . . . 45,000
Printing and Engraving Fees . . . . . . . . . . . 625,000
Rating Agency Fees. . . . . . . . . . . . . . . . 750,000
Miscellaneous . . . . . . . . . . . . . . . . . . . 50,000
Total . .. . . . . . . . . . . . . . . . . . . . $4,864,660
* The Filing Fee was previously paid.
Indemnification of Directors and Officers (Item 15 of Form S-3).
The Pooling and Servicing Agreements or Trust Agreements, as
applicable, will provide that
no director, officer, employee or agent of the Registrant is
liable to the Trust Fund or the
Certificateholders, except for such person's own willful
misfeasance, bad faith, gross negligence
in the performance of duties or reckless disregard of obligations
and duties. The Pooling and
Servicing Agreements will further provide that, with the
exceptions stated above, a director,
officer, employee or agent of the Registrant is entitled to be
indemnified against any loss,
liability or expense incurred in connection with legal action
relating to such Pooling and
Servicing Agreements or the Trust Agreements, as applicable, and
related Certificates other than
such expenses related to particular Mortgage Loans or Contracts.
Any underwriters who execute an Underwriting Agreement in the
form filed as Exhibit 1.1 to
this Registration Statement will agree to indemnify the
Registrant's directors and its officers who
signed this Registration Statement against certain liabilities
which might arise under the
Securities Act of 1933 from certain information furnished to the
Registrant by or on behalf of such
indemnifying party.
Subsection (a) of Section 145 of the General Corporation Law
of Delaware empowers a
corporation to indemnify any person who was or is a party or is
threatened to be made a party to
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the corporation) by
reason of the fact that he is or was a director, employee or
agent of the corporation or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred
by him in connection with such action, suit or proceeding if he
acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with
respect to any criminal action or proceeding, had no cause to
believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to
indemnify any person who was or is
a party or is threatened to be made a party to any threatened,
pending or completed action or suit
by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that
such person acted in any of the capacities set forth above,
against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with
the defense or settlement of such
action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not
opposed to the best interests of the corporation and except that
no indemnification may be made in
respect to any claim, issue or matter as to which such person
shall have been adjudged to be liable
to the corporation unless and only to the extent that the Court
of Chancery or the court in which
such action or suit was brought shall determine that despite the
adjudication of liability such
person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem
proper.
Section 145 further provides that to the extent a director,
officer, employee or agent of a
corporation has been successful in the defense of any action,
suit or proceeding referred to in
subsections (a) and (b) or in the defense of any claim, issue or
matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him
in connection therewith; that indemnification or advancement of
expenses provided for by Section
145 shall not be deemed exclusive of any other rights to which
the indemnified party may be
entitled; and empowers the corporation to purchase and maintain
insurance on behalf of a director,
officer, employee or agent of the corporation against any
liability asserted against him or
incurred by him in any such capacity or arising out of his status
as such whether or not the
corporation would have the power to indemnify him against such
liabilities under Section 145.
The By-Laws of the Registrant provide, in effect, that to the
extent and under the
circumstances permitted by subsections (a) and (b) of Section 145
of the General Corporation Law
of the State of Delaware, the Registrant (i) shall indemnify and
hold harmless each person who was
or is a party or is threatened to be made a party to any action,
suit or proceeding described in
subsections (a) and (b) by reason of the fact that he is or was a
director or officer, or his
testator or intestate is or was a director or officer of the
Registrant, against expenses,
judgments, fines and amounts paid in settlement, and (ii) shall
indemnify and hold harmless each
person who was or is a party or is threatened to be made a party
to any such action, suit or
proceeding if such person is or was serving at the request of the
Registrant as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other
enterprise.
Pursuant to separate agreements, Residential Funding has also
agreed to indemnify certain
officers and directors of the Registrant, to the extent and under
the circumstances permitted by
subsections (a) and (b) of Section 145 of the General Corporation
Law of Delaware, against all
threatened, pending or completed actions, suits and proceedings
by reason of their service as
officers or directors of the Registrant.
Exhibits (Item 16 of Form S-3).
Exhibits--
1.1* -- Form of Underwriting Agreement.
3.1* -- Certificate of Incorporation.
3.2* -- By-Laws.
4.1* -- Form of Pooling and Servicing Agreement.
4.2* -- Form of Trust Agreement.
5.1* -- Opinion of Orrick, Herrington & Sutcliffe with
respect to legality.
5.2* -- Opinion of Thacher Proffitt & Wood with respect
to legality.
8.1* -- Opinion of Orrick, Herrington & Sutcliffe with
respect to certain tax matters.
8.2* -- Opinion of Thacher Proffitt & Wood with respect
to certain tax matters
(included with Exhibit 5.2).
23.1* -- Consent of Orrick, Herrington & Sutcliffe
(included as part of Exhibit 5.1
and Exhibit 8.1).
23.2* -- Consent of Thacher Proffitt & Wood (included as
part of Exhibit 5.2 and Exhibit 8.2).
23.3 -- Consent of Coopers & Lybrand L.L.P.
24.1* -- Power of Attorney.
__________________
* - Not filed herewith.
Undertakings (Item 17 of Form S-3).
The Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or
sales are being made, a
post-effective amendment to this Registration Statement (i) to
include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933, (ii) to reflect
in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental
change in the information set forth in the registration
statement, and (iii) to include any
material information with respect to the plan of distribution not
previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be
a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the
securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that,
for purposes of determining any
liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each
filing of an employees benefit plan's annual report pursuant to
Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933
may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against
such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with
the securities being registered, the Registrant will, unless in
the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, Residential Asset Securities
Corporation certifies that it has reasonable grounds to believe
that it meets all of the
requirements for filing on Form S-3, reasonably believes that the
security rating requirement
contained in Transaction Requirement B.5 of Form S-3 will be met
by the time of the sale of the
securities registered hereunder, and has duly caused this
Post-Effective Amendment to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
city of Minneapolis, State of
Minnesota, on the 21st day of June, 1995.
RESIDENTIAL ASSET SECURITIES
CORPORATION
By /s/ Keenan W. Dammen
Keenan W. Dammen
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed below by the following
persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/ Dennis W. Sheehan Director June 21, 1995
Dennis W. Sheehan
/s/ John D. Finnegan* Director June 21, 1995
John D. Finnegan
/s/ Bruce J. Paradis* Director June 21, 1995
Bruce J. Paradis
/s/ Keenan W. Dammen* President and Chief June 21, 1995
Keenan W. Dammen Executive Officer
(Principal Executive
Officer)
/s/ Davee O. Olson* Treasurer and Chief June 21, 1995
Davee O. Olson Financial Officer
Principal Financial
Officer)
/s/ Scott T. Young* Controller (Principal June 21, 1995
Scott T. Young Accounting Officer)
* This Post-Effective Amendment No. 1 to Registration Statement
has been signed by each of the persons so indicated by the
undersigned as Attorney-in-Fact.
By: /s/ Keenan W. Dammen
Keenan W. Dammen
Attorney-in-Fact
EXHIBIT INDEX
Exhibit
No. Description Page
1.1* Form of Underwriting Agreement.
3.1* Certificate of Incorporation.
3.2* By-Laws.
4.1* Form of Pooling and Servicing Agreement.
4.2* Form of Trust Agreement.
5.1* Opinion of Orrick, Herrington & Sutcliffe with respect
to legality.
5.2* Opinion of Thacher Proffitt & Wood with respect to
legality.
8.1* Opinion of Orrick, Herrington & Sutcliffe with respect
to certain tax matters.
8.2* Opinion of Thacher Proffitt & Wood with respect to
certain tax matters (included with
Exhibit 5.2).
23.1* Consent of Orrick, Herrington & Sutcliffe (included as
part of Exhibit 5.1 and
Exhibit 8.1).
23.2* Consent of Thacher Proffitt & Wood (included as part
of Exhibit 5.2 and Exhibit 8.2).
23.3 Consent of Coopers & Lybrand L.L.P.
24.1* Power of Attorney.
__________________
* - Not filed herewith.
Exhibit 23.3
CONSENT of INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus
Supplement dated June 22, 1995 to
the Prospectus dated June 22, 1995 of Residential Asset
Securities Corporation relating to Mortgage
Pass-Through Certificates, Series 1995-KS1 of our report dated
January 16, 1995 on our audits of
the consolidated financial statements of Financial Security
Assurance Inc. and Subsidiaries. We
also consent to reference to our Firm under the caption
"Experts."
COOPERS & LYBRAND L.L.P.
New York, New York
June 20, 1995
